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3. DELIVERY OF WORK PRODUCT - OWNERSHIP <br />AUDITOR warrants and represents that it has the absolute right to enter into and perform <br />this Agreement and will perform its obligations hereunder in accordance with standards and <br />practices prevailing in the industry. AUDITOR's contribution to the Project, including works to <br />be produced by AUDITOR hereunder, will not infringe or misappropriate the proprietary or <br />personal rights of any third person or party. AUDITOR shall deliver to CITY any work product <br />which results from the services provided. Said work product shall be submitted in hard copy and <br />produced in a form compatible with CITY's information systems, as agreed between the Project <br />Manager and AUDITOR. <br />In regard to all material produced as a deliverable under this Agreement, including but <br />not limited to records, papers, drawings, specifications, programs, systems and other materials <br />prepared by AUDITOR, AUDITOR agrees, for itself and its affected officers, employees, agents, <br />contractors, and volunteer workers, that (a) other such material shall be the property of the CITY, <br />and may not be copyrighted without prior review from the CITY, and (b) the authors of all such <br />material, whether copyrighted or not, award to the CITY, and to its officers, agents and <br />employees acting within the scope of their official duties, as a condition of payment to the <br />AUDITOR, a royalty -free, nonexclusive, irrevocable license throughout the world for <br />governmental purposes to disclose, publish, translate, reproduce, and use such materials. <br />4. COMPENSATION <br />a. CITY agrees to pay, and AUDITOR agrees to accept as total payment for its services, <br />the rates and charges identified in AUDITOR's Cost Proposal, attached hereto as Exhibit C. The <br />total sum to be expended under this Agreement shall not exceed per fiscal year during the terns <br />of this Agreement is FY 2015-16 is $180,630 and FY 2016-17 is $186,045. <br />b. Payments to AUDITOR shall be made within thirty (30) days after receipt by CITY of <br />invoices from AUDITOR, which shall be rendered not more often than monthly. Special <br />examinations, surveys, or detailed reports of any nature outside the scope of this Agreement shall <br />be billed separately by AUDITOR and must be specifically authorized in writing by CITY in <br />advance of such additional services proposed to be provided. Payment need not be made for <br />work which fails to meet the standards of performance set forth in the Recitals which may <br />reasonably be expected by CITY. <br />�1"I k <br />The tern of this Agreement shall be for a period of two (2) consecutive years, beginning <br />with the fiscal year ending June 30, 2016 and June 30, 2017. CITY shall retain an option in its <br />sole discretion to extend auditing services for one additional two-year period, exercisable by the <br />City Manager, for the fiscal year ending June 30, 2018 and June 30, 2019, subject to non - <br />substantive changes approved by the City Manager and City Attorney. <br />Page 2 of 9 <br />